UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2025
SOCIETY PASS INCORPORATED
(Exact name of registrant as specified in its charter)
| Nevada | 001-41037 | 83-1019155 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
701 S. Carson Street, Suite 200 Carson City, Nevada 89701
(Address of principal executive offices)
(+65) 6518-9385
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | SOPA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On August 21, 2023, Society Pass Incorporated (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its common stock, par value $0.0001 per share (the “Common Stock”). On May 25, 2024, the Company and the Sales Agent entered into an amendment No. 1 to the Sales Agreement. On February 13, 2025, the Company and the Sales Agent entered into an amendment No. 2 to the Sales Agreement (the “Amendment No. 2”). Pursuant to the Amendment No. 2, the aggregate offering price of the Common Stock that will be offered and sold pursuant to the Sales Agreement will be up to $3,371,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 10.1 | Amendment to the Sales Agreement, dated February 13, 2025, by and between Society Pass Incorporated and Ascendiant Capital Markets, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Society Pass Incorporated | ||
| By: | /s/ Raynauld Liang | |
| Name: | Raynauld Liang | |
| Title: | Chief Executive Officer | |
| Date: February 14, 2025 | ||
2
Exhibit 10.1
SOCIETY PASS INCORPORATED
Common Stock
(par value $0.0001 per share)
Amendment No. 2 to the At-The-Market Issuance Sales Agreement
February 1, 2025
Ascendiant Capital Markets, LLC
110 Front Street, Suite 300
Jupiter, FL 33477
Ladies and Gentlemen:
Reference is made to the At-The-Market Issuance Sales Agreement, dated August 21, 2023 (the “Agreement”), by and between Society Pass Incorporated, a Nevada corporation (the “Company”), and Ascendiant Capital Markets, LLC (the “Agent”), which was previously amended by an Amendment No. 1 dated May 24, 2024. The Company and the Agent (collectively, the “Parties”) wish to amend the Agreement, pursuant to Section 17 of the Agreement, to increase the aggregate offering price under the Agreement (this “Amendment”). The Parties therefore hereby agree as follows:
1. Issuance and Sale of Shares. The first paragraph of Section 1 of the Agreement is hereby amended and restated in its entirety to read as follows:
The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through Ascendiant, acting as agent and/or principal, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $3,371,000 (the “Placement Shares”). The issuance and sale of the Placement Shares through Ascendiant will be effected pursuant to the Registration Statement to be filed by the Company and after such Registration Statement has been declared effective by the SEC, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Placement Shares.
2. Payment of Expenses. The Company will reimburse Agent for fees of Agent’s legal counsel in the amount of $5,000 in connection with this Amendment and bring-down for the September 30, 2024 quarter.
3. Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects.
Terms used herein but not otherwise defined are used herein as defined in the Agreement.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof; whereupon this instrument, along with all counterparts, will become a binding agreement by the Company and the Agent in accordance with its terms.
| Very truly yours, | ||
| SOCIETY PASS INCORPORATED | ||
| By: | /s/ Raynauld Liang | |
| Name: | Raynauld Liang | |
| Title: | Chief Executive Officer | |
ACCEPTED as of the date first-above written:
| ASCENDIANT CAPITAL MARKETS, LLC | ||
| By: | /s/ Bradley J. Wilhite | |
| Name: | Bradley J. Wilhite | |
| Title: | Managing Partner | |